SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and
Amendments Thereto Filed Pursuant to § 240.13d-2
Under the Securities Exchange Act of 1934
(Amendment No. )*
23andMe Holding Co.
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
90138Q 108**
(CUSIP Number)
June 16, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
| ** | This CUSIP number applies to the Issuer’s Class A Common Stock. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1 |
NAME OF REPORTING PERSON
SEQUOIA CAPITAL GROWTH FUND III, L.P. (“SEQUOIA CAPITAL GROWTH FUND III”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
3,634,310, of which 3,634,310 are Class B shares | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
3,634,310, of which 3,634,310 are Class B shares | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,634,310 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.8%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Based on a total of (a) 92,655,484 shares of Class A Common Stock and (b) 313,759,355 shares of Class B Common Stock outstanding following the completion of the Issuer’s business combination and PIPE investment, as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on June 21, 2021. |
| 1 |
NAME OF REPORTING PERSON
SEQUOIA CAPITAL U.S. GROWTH FUND VII, L.P. (“SEQUOIA CAPITAL U.S. GROWTH FUND VII”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
6,135,652, of which 6,135,652 are Class B shares | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
6,135,652, of which 6,135,652 are Class B shares | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,135,652 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.2%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Based on a total of (a) 92,655,484 shares of Class A Common Stock and (b) 313,759,355 shares of Class B Common Stock outstanding following the completion of the Issuer’s business combination and PIPE investment, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on June 21, 2021. |
| 1 |
NAME OF REPORTING PERSON
SEQUOIA CAPITAL U.S. GROWTH VII PRINCIPALS FUND, L.P. (“SEQUOIA CAPITAL U.S. GROWTH VII PRINCIPALS FUND”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
504,692, of which 504,692 are Class B shares | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
504,692, of which 504,692 are Class B shares | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
504,692 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.5%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Based on a total of (a) 92,655,484 shares of Class A Common Stock and (b) 313,759,355 shares of Class B Common Stock outstanding following the completion of the Issuer’s business combination and PIPE investment, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on June 21, 2021. |
| 1 |
NAME OF REPORTING PERSON
SEQUOIA CAPITAL U.S. GROWTH FUND VIII, L.P. (“SEQUOIA CAPITAL U.S. GROWTH FUND VIII”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
3,818,329, of which 3,818,329 are Class B shares | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
3,818,329, of which 3,818,329 are Class B shares | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,818,329 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.0%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Based on a total of (a) 92,655,484 shares of Class A Common Stock and (b) 313,759,355 shares of Class B Common Stock outstanding following the completion of the Issuer’s business combination and PIPE investment, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on June 21, 2021. |
| 1 |
NAME OF REPORTING PERSON
SEQUOIA CAPITAL GLOBAL GROWTH FUND II, L.P. (“SEQUOIA CAPITAL GLOBAL GROWTH FUND II”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
3,670,314, of which 3,670,314 are Class B shares | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
3,670,314, of which 3,670,314 are Class B shares | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,670,314 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.8%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Based on a total of (a) 92,655,484 shares of Class A Common Stock and (b) 313,759,355 shares of Class B Common Stock outstanding following the completion of the Issuer’s business combination and PIPE investment, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on June 21, 2021. |
| 1 |
NAME OF REPORTING PERSON
SEQUOIA CAPITAL GLOBAL GROWTH II PRINCIPALS FUND, L.P. (“SEQUOIA CAPITAL GLOBAL GROWTH II PRINCIPALS FUND”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
55,143, of which 55,143 are Class B shares | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
55,143, of which 55,143 are Class B shares | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
55,143 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Less than 0.1%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Based on a total of (a) 92,655,484 shares of Class A Common Stock and (b) 313,759,355 shares of Class B Common Stock outstanding following the completion of the Issuer’s business combination and PIPE investment, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on June 21, 2021. |
| 1 |
NAME OF REPORTING PERSON
SCGF III MANAGEMENT, LLC (“SCGF III MANAGEMENT”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
3,634,310, of which 3,634,310 are Class B shares directly owned by SEQUOIA CAPITAL GROWTH FUND III. The general partner of SEQUOIA CAPITAL GROWTH FUND III is SCGF III MANAGEMENT. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
3,634,310, of which 3,634,310 are Class B shares directly owned by SEQUOIA CAPITAL GROWTH FUND III. The general partner of SEQUOIA CAPITAL GROWTH FUND III is SCGF III MANAGEMENT. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,634,310 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.8%1 | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| 1 | Based on a total of (a) 92,655,484 shares of Class A Common Stock and (b) 313,759,355 shares of Class B Common Stock outstanding following the completion of the Issuer’s business combination and PIPE investment, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on June 21, 2021. |
| 1 |
NAME OF REPORTING PERSON
SC U.S. GROWTH VII MANAGEMENT, L.P. (“SC U.S. GROWTH VII MANAGEMENT”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
6,640,604, of which 6,135,652 are Class B shares directly owned by SEQUOIA CAPITAL U.S. GROWTH FUND VII and 504,952 are Class B shares directly owned by SEQUOIA CAPITAL U.S. GROWTH VII PRINCIPALS FUND. The General Partner of each of SEQUOIA CAPITAL U.S. GROWTH FUND VII and SEQUOIA CAPITAL U.S. GROWTH FUND VII PRINCIPALS FUND is SC U.S. GROWTH VII MANAGEMENT. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
6,640,604, of which 6,135,652 are Class B shares directly owned by SEQUOIA CAPITAL U.S. GROWTH FUND VII and 504,952 are Class B shares directly owned by SEQUOIA CAPITAL U.S. GROWTH VII PRINCIPALS FUND. The General Partner of each of SEQUOIA CAPITAL U.S. GROWTH FUND VII and SEQUOIA CAPITAL U.S. GROWTH FUND VII PRINCIPALS FUND is SC U.S. GROWTH VII MANAGEMENT. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,640,604 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.7%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Based on a total of (a) 92,655,484 shares of Class A Common Stock and (b) 313,759,355 shares of Class B Common Stock outstanding following the completion of the Issuer’s business combination and PIPE investment, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on June 21, 2021. |
| 1 |
NAME OF REPORTING PERSON
SC U.S. GROWTH VIII MANAGEMENT, L.P. (“SC U.S. GROWTH VIII MANAGEMENT”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
3,818,329, of which 3,818,329 are Class B shares directly owned by SEQUOIA CAPITAL U.S. GROWTH FUND VIII. The General Partner of SEQUOIA CAPITAL U.S. GROWTH FUND VIII is SC U.S. GROWTH VIII MANAGEMENT. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
3,818,329, of which 3,818,329 are Class B shares directly owned by SEQUOIA CAPITAL U.S. GROWTH FUND VIII. The General Partner of SEQUOIA CAPITAL U.S. GROWTH FUND VIII is SC U.S. GROWTH VIII MANAGEMENT. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,818,329 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.0%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Based on a total of (a) 92,655,484 shares of Class A Common Stock and (b) 313,759,355 shares of Class B Common Stock outstanding following the completion of the Issuer’s business combination and PIPE investment, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on June 21, 2021. |
| 1 |
NAME OF REPORTING PERSON
SC GLOBAL GROWTH II MANAGEMENT, L.P. (“SC GLOBAL GROWTH II MANAGEMENT”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
3,725,457 shares, of which 3,670,314 are Class B shares directly owned by SEQUOIA CAPITAL GLOBAL GROWTH FUND II and 55,143 are Class B shares directly owned by SEQUOIA CAPITAL GLOBAL GROWTH II PRINCIPALS FUND. The General Partner of each of SEQUOIA CAPITAL GLOBAL GROWTH FUND II and SEQUOIA CAPITAL GLOBAL GROWTH FUND II PRINCIPALS FUND is SC GLOBAL GROWTH II MANAGEMENT. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
3,725,457 shares, of which 3,670,314 are Class B shares directly owned by SEQUOIA CAPITAL GLOBAL GROWTH FUND II and 55,143 are Class B shares directly owned by SEQUOIA CAPITAL GLOBAL GROWTH II PRINCIPALS FUND. The General Partner of each of SEQUOIA CAPITAL GLOBAL GROWTH FUND II and SEQUOIA CAPITAL GLOBAL GROWTH FUND II PRINCIPALS FUND is SC GLOBAL GROWTH II MANAGEMENT. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,725,457 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.9%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Based on a total of (a) 92,655,484 shares of Class A Common Stock and (b) 313,759,355 shares of Class B Common Stock outstanding following the completion of the Issuer’s business combination and PIPE investment, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on June 21, 2021. |
| 1 |
NAME OF REPORTING PERSON
SC US (TTGP), LTD. (“SC US (TTGP)”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
14,184,390 shares, of which 6,135,652 are Class B shares directly owned by SEQUOIA CAPITAL U.S. GROWTH FUND VII, 504,952 are Class B shares directly owned by SEQUOIA CAPITAL U.S. GROWTH VII PRINCIPALS FUND, 3,818,329 are Class B shares directly owned by SEQUOIA CAPITAL U.S. GROWTH FUND VIII, 3,670,314 are Class B shares directly owned by SEQUOIA CAPITAL GLOBAL GROWTH FUND II and 55,143 are Class B shares directly owned by SEQUOIA CAPITAL GLOBAL GROWTH II PRINCIPALS FUND. The General Partner of each of SEQUOIA CAPITAL U.S. GROWTH FUND VII and SEQUOIA CAPITAL U.S. GROWTH FUND VII PRINCIPALS FUND is SC U.S. GROWTH VII MANAGEMENT. The General Partner of SEQUOIA CAPITAL U.S. GROWTH FUND VIII is SC U.S. GROWTH VIII MANAGEMENT. The General Partner of each of SEQUOIA CAPITAL GLOBAL GROWTH FUND II and SEQUOIA CAPITAL GLOBAL GROWTH FUND II PRINCIPALS FUND is SC GLOBAL GROWTH II MANAGEMENT. SC US (TTGP) is the General Partner of each of SC U.S. GROWTH VII MANAGEMENT, SC U.S. GROWTH VIII MANAGEMENT and SC GLOBAL GROWTH II MANAGEMENT. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
14,184,390 shares, of which 6,135,652 are Class B shares directly owned by SEQUOIA CAPITAL U.S. GROWTH FUND VII, 504,952 are Class B shares directly owned by SEQUOIA CAPITAL U.S. GROWTH VII PRINCIPALS FUND, 3,818,329 are Class B shares directly owned by SEQUOIA CAPITAL U.S. GROWTH FUND VIII, 3,670,314 are Class B shares directly owned by SEQUOIA CAPITAL GLOBAL GROWTH FUND II and 55,143 are Class B shares directly owned by SEQUOIA CAPITAL GLOBAL GROWTH II PRINCIPALS FUND. The General Partner of each of SEQUOIA CAPITAL U.S. GROWTH FUND VII and SEQUOIA CAPITAL U.S. GROWTH FUND VII PRINCIPALS FUND is SC U.S. GROWTH VII MANAGEMENT. The General Partner of SEQUOIA CAPITAL U.S. GROWTH FUND VIII is SC U.S. GROWTH VIII MANAGEMENT. The General Partner of each of SEQUOIA CAPITAL GLOBAL GROWTH FUND II and SEQUOIA CAPITAL GLOBAL GROWTH FUND II PRINCIPALS FUND is SC GLOBAL GROWTH II MANAGEMENT. SC US (TTGP) is the General Partner of each of SC U.S. GROWTH VII MANAGEMENT, SC U.S. GROWTH VIII MANAGEMENT and SC GLOBAL GROWTH II MANAGEMENT. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,184,390 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.3%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Based on a total of (a) 92,655,484 shares of Class A Common Stock and (b) 313,759,355 shares of Class B Common Stock outstanding following the completion of the Issuer’s business combination and PIPE investment, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on June 21, 2021. |
| 1 |
NAME OF REPORTING PERSON
DOUGLAS LEONE (“DL”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
USA | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
676,912 | ||||
| 6 | SHARED VOTING POWER
3,725,457 shares, of which 3,670,314 are Class B shares directly owned by SEQUOIA CAPITAL GLOBAL GROWTH FUND II and 55,143 are Class B shares directly owned by SEQUOIA CAPITAL GLOBAL GROWTH II PRINCIPALS FUND. The General Partner of each of SEQUOIA CAPITAL GLOBAL GROWTH FUND II and SEQUOIA CAPITAL GLOBAL GROWTH FUND II PRINCIPALS FUND is SC GLOBAL GROWTH II MANAGEMENT. SC US (TTGP) is the General Partner of SC GLOBAL GROWTH II MANAGEMENT. The directors and stockholders of SC US (TTGP) who exercise voting and investment discretion with respect to the shares held by SEQUOIA CAPITAL GLOBAL GROWTH FUND II and SEQUOIA CAPITAL GLOBAL GROWTH II PRINCIPALS FUND are Messrs. DL and RB. | |||||
| 7 | SOLE DISPOSITIVE POWER
676,912 | |||||
| 8 | SHARED DISPOSITIVE POWER
3,725,457 shares, of which 3,670,314 are Class B shares directly owned by SEQUOIA CAPITAL GLOBAL GROWTH FUND II and 55,143 are Class B shares directly owned by SEQUOIA CAPITAL GLOBAL GROWTH II PRINCIPALS FUND. The General Partner of each of SEQUOIA CAPITAL GLOBAL GROWTH FUND II and SEQUOIA CAPITAL GLOBAL GROWTH FUND II PRINCIPALS FUND is SC GLOBAL GROWTH II MANAGEMENT. SC US (TTGP) is the General Partner of SC GLOBAL GROWTH II MANAGEMENT. The directors and stockholders of SC US (TTGP) who exercise voting and investment discretion with respect to the shares held by SEQUOIA CAPITAL GLOBAL GROWTH FUND II and SEQUOIA CAPITAL GLOBAL GROWTH II PRINCIPALS FUND are Messrs. DL and RB. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,402,369 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.5%1 | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
| 1 | Based on a total of (a) 92,655,484 shares of Class A Common Stock and (b) 313,759,355 shares of Class B Common Stock outstanding following the completion of the Issuer’s business combination and PIPE investment, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on June 21, 2021. |
| 1 |
NAME OF REPORTING PERSON
ROELOF BOTHA (“RB”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
USA | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
624,136 | ||||
| 6 | SHARED VOTING POWER
3,725,457 shares, of which 3,670,314 are Class B shares directly owned by SEQUOIA CAPITAL GLOBAL GROWTH FUND II and 55,143 are Class B shares directly owned by SEQUOIA CAPITAL GLOBAL GROWTH II PRINCIPALS FUND. The General Partner of each of SEQUOIA CAPITAL GLOBAL GROWTH FUND II and SEQUOIA CAPITAL GLOBAL GROWTH FUND II PRINCIPALS FUND is SC GLOBAL GROWTH II MANAGEMENT. SC US (TTGP) is the General Partner of SC GLOBAL GROWTH II MANAGEMENT. The directors and stockholders of SC US (TTGP) who exercise voting and investment discretion with respect to the shares held by SEQUOIA CAPITAL GLOBAL GROWTH FUND II and SEQUOIA CAPITAL GLOBAL GROWTH II PRINCIPALS FUND are Messrs. DL and RB. | |||||
| 7 | SOLE DISPOSITIVE POWER
624,136 | |||||
| 8 | SHARED DISPOSITIVE POWER
3,725,457 shares, of which 3,670,314 are Class B shares directly owned by SEQUOIA CAPITAL GLOBAL GROWTH FUND II and 55,143 are Class B shares directly owned by SEQUOIA CAPITAL GLOBAL GROWTH II PRINCIPALS FUND. The General Partner of each of SEQUOIA CAPITAL GLOBAL GROWTH FUND II and SEQUOIA CAPITAL GLOBAL GROWTH FUND II PRINCIPALS FUND is SC GLOBAL GROWTH II MANAGEMENT. SC US (TTGP) is the General Partner of SC GLOBAL GROWTH II MANAGEMENT. The directors and stockholders of SC US (TTGP) who exercise voting and investment discretion with respect to the shares held by SEQUOIA CAPITAL GLOBAL GROWTH FUND II and SEQUOIA CAPITAL GLOBAL GROWTH II PRINCIPALS FUND are Messrs. DL and RB. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,349,593 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.5%1 | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
| 1 | Based on a total of (a) 92,655,484 shares of Class A Common Stock and (b) 313,759,355 shares of Class B Common Stock outstanding following the completion of the Issuer’s business combination and PIPE investment, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on June 21, 2021. |
ITEM 1.
(a) Name of Issuer:
23andMe Holding Co.
(b) Address of Issuer’s Principal Executive Offices:
223 N. Mathilda Avenue
Sunnyvale, California 94086
ITEM 2.
(a) Name of Persons Filing:
Sequoia Capital Growth Fund III, L.P.
Sequoia Capital U.S. Growth Fund VII, L.P.
Sequoia Capital U.S. Growth VII Principals Fund, L.P.
Sequoia Capital U.S. Growth Fund VIII, L.P.
Sequoia Capital Global Growth Fund II, L.P.
Sequoia Capital Global Growth II Principals Fund, L.P.
SCGF III Management, L.P.
SC U.S. Growth VII Management, L.P.
SC U.S. Growth VIII Management, L.P.
SC Global Growth II Management, L.P.
SC US (TTPG), Ltd.
Douglas Leone
Roelof Botha
The general partner of SEQUOIA CAPITAL GROWTH FUND III is SCGF III MANAGEMENT.
The General Partner of each of SEQUOIA CAPITAL U.S. GROWTH FUND VII and SEQUOIA CAPITAL U.S. GROWTH FUND VII PRINCIPALS FUND is SC U.S. GROWTH VII MANAGEMENT. SC US (TTGP) is the General Partner of SC U.S. GROWTH VII MANAGEMENT.
The General Partner of SEQUOIA CAPITAL U.S. GROWTH FUND VIII is SC U.S. GROWTH VIII MANAGEMENT. SC US (TTGP) is the General Partner of SC U.S. GROWTH VIII MANAGEMENT.
The General Partner of each of SEQUOIA CAPITAL GLOBAL GROWTH FUND II and SEQUOIA CAPITAL GLOBAL GROWTH FUND II PRINCIPALS FUND is SC GLOBAL GROWTH II MANAGEMENT. SC US (TTGP) is the General Partner of SC GLOBAL GROWTH II MANAGEMENT. The directors and stockholders of SC US (TTGP) who exercise voting and investment discretion with respect to the shares held by SEQUOIA CAPITAL GLOBAL GROWTH FUND II and SEQUOIA CAPITAL GLOBAL GROWTH II PRINCIPALS FUND are Messrs. DL and RB.
(b) Address of Principal Business Office or, if none, Residence:
2800 Sand Hill Road, Suite 101
Menlo Park, CA 94025
(c) Citizenship:
SEQUOIA CAPITAL U.S. GROWTH FUND VII, SEQUOIA CAPITAL U.S. GROWTH FUND VII PRINCIPALS FUND, SEQUOIA CAPITAL U.S. GROWTH FUND VIII, SEQUOIA CAPITAL GLOBAL GROWTH FUND II, L.P., SEQUOIA CAPITAL GLOBAL GROWTH II PRINCIPALS FUND, L.P., SC U.S. GROWTH VII MANAGEMENT, L.P., SC U.S. GROWTH VIII MANAGEMENT, L.P., SC GLOBAL GROWTH II MANAGEMENT, L.P., SC US (TTGP), LTD., Cayman Islands
SEQUOIA CAPITAL GROWTH FUND III, SCGF III MANAGEMENT: Delaware
DL, RB: USA
(d) CUSIP Number:
90138Q 108
| ITEM 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
NOT APPLICABLE
ITEM 4. OWNERSHIP
SEE ROWS 5 THROUGH 11 OF COVER PAGES
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON |
NOT APPLICABLE
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. |
NOT APPLICABLE
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. |
NOT APPLICABLE
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP. |
NOT APPLICABLE
| ITEM 10. | CERTIFICATION |
NOT APPLICABLE
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: June 30, 2021
| Sequoia Capital Growth Fund III, L.P. | ||
| By: SCGF III Management, LLC its General Partner | ||
| By: | /s/ Jung Yeon Son | |
| Jung Yeon Son, by power of attorney for Douglas Leone, Director | ||
| Sequoia Capital U.S. Growth Fund VII, L.P.
By: SC U.S. Growth VII Management, L.P. its General Partner
By: SC US (TTGP), Ltd. its General Partner
| ||
| By: | /s/ Jung Yeon Son | |
| Jung Yeon Son, by power of attorney for Douglas Leone, Director | ||
| Sequoia Capital U.S. Growth VII Principals Fund, L.P.
By: SC U.S. Growth VII Management, L.P. its General Partner
By: SC US (TTGP), Ltd. its General Partner | ||
| By: | /s/ Jung Yeon Son | |
| Jung Yeon Son, by power of attorney for Douglas Leone, Director | ||
| Sequoia Capital U.S. Growth Fund VIII, L.P.
By: SC U.S. Growth VIII Management, L.P. its General Partner
By: SC US (TTGP), Ltd. its General Partner | ||
| By: | /s/ Jung Yeon Son | |
| Jung Yeon Son, by power of attorney for Douglas Leone, Director | ||
| Sequoia Capital Global Growth Fund II, L.P. | ||
| By: SC Global Growth II Management, L.P. its General Partner | ||
| By: SC US (TTGP), Ltd. its General Partner | ||
| By: | /s/ Jung Yeon Son | |
| Jung Yeon Son, by power of attorney for Douglas Leone, Director | ||
| Sequoia Capital Global Growth II Principals Fund, L.P.
By: SC Global Growth II Management, L.P. its General Partner
By: SC US (TTGP), Ltd. its General Partner
| ||
| By: | /s/ Jung Yeon Son | |
| Jung Yeon Son, by power of attorney for Douglas Leone, Director | ||
| SCGF III Management, LLC | ||
| By: | /s/ Jung Yeon Son | |
| Jung Yeon Son, by power of attorney for Douglas Leone, Director | ||
| SC U.S. Growth VII Management, L.P.
By: SC US (TTGP), Ltd. its General Partner | ||
| By: | /s/ Jung Yeon Son | |
| Jung Yeon Son, by power of attorney for Douglas Leone, Director | ||
| SC U.S. Growth VIII Management, L.P.
By: SC US (TTGP), Ltd. its General Partner | ||
| By: | /s/ Jung Yeon Son | |
| Jung Yeon Son, by power of attorney for Douglas Leone, Director | ||
| SC Global Growth II Management, L.P.
By: SC US (TTGP), Ltd. its General Partner | ||
| By: | /s/ Jung Yeon Son | |
| Jung Yeon Son, by power of attorney for Douglas Leone, Director | ||
| SC US (TTGP), Ltd. | ||
| By: | /s/ Jung Yeon Son | |
| Jung Yeon Son, by power of attorney for Douglas Leone, Director | ||
| Douglas Leone | ||
| By: | /s/ Jung Yeon Son | |
| Jung Yeon Son, by power of attorney for Douglas Leone | ||
| Roelof Botha | ||
| By: | /s/ Jung Yeon Son | |
| Jung Yeon Son, by power of attorney for Roelof Botha | ||